Scotland is an integral part of the United Kingdom but has its own legal system, separated from those of England, Wales and Northern Ireland. Civil registration is governed by different Acts of Parliament however, Scottish companies are still subject to UK Company law (The Companies Act 2006) even though governed in slightly different ways.
Private limited liability companies are the most common form of business entity used in the UK and Scotland. The main feature of a private limited liability company is that the liability of its members is limited to the amount of share capital they are subscribed to.
Scottish companies must use the suffix Limited or Ltd to denote limited liability and can use any name unless it includes words such as Empire, Crown, Imperial, Windsor, Royal, Assurance, Bank, Building Society British, National, Great Britain, United Kingdom, England, English, Scotland, Scottish, Wales, Welsh, Ireland or Irish – (if the words are used as a suffix, they are normally allowed).
A company must not be registered under this Act by a name that is the same as another name appearing in the registrar’s index of company names.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is formed by submitting its Memorandum and Articles of Association to the Companies House along with the registration fee. Every company has a Memorandum of Association, which contains the company name, registered office address and what the company does (its objects). The rules for the conduct of the company’s internal affairs are contained in its Articles of Association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.
The minimum number of shareholders is one, the maximum number of shareholders is fifty in the case of a private company. Corporate shareholders are allowed. Shares may be held jointly by two or more people.
Certain information about company shareholders will be disclosed on public record.
There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital in usually 1,000 pounds or above.
DIRECTORS AND SECRETARY
According to the Companies Act every company must have at least one Director who is a physical person of any nationality. Details about company directors are disclosed on public record.
A Scottish company must always have a registered office address in Scotland. It will not be possible to change it to an address in England, Wales or Northern Ireland once registered in Scotland.
Company meetings need not be held in the UK or Scotland.
TIME NEEDED FOR FORMATION
Usually it is 1 working day.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office
- Provision of company Secretary
- Preparing and Submission of Annual Return